UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
LodgeNet
Interactive Corporation
|
(Name
of Issuer)
|
|
|
Common
Stock, par value $0.01 per share
|
(Title
of class of securities)
|
|
|
540211-10-9
|
(CUSIP
number)
|
|
Danny
Fox
Pension
Corporation Co-Investment (GP) Limited
Hambro
House, St Julian’s Court, St Julian’s Avenue, St Peter Port, Guernsey GY1
3ED
+44
1481 726 521
with
a copy to:
Danielle
D. Do, Esq.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, New York 10153
|
(Name,
address and telephone number of person authorized to receive notices and
communications)
|
|
|
April
7, 2010
|
(Date
of event which requires filing of this
statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
CUSIP
No.
540211-10-9
|
13D
|
Page
2
|
1.
|
NAME
OF REPORTING PERSON: Victorian Capital LP,
Incorporated
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
¨
|
(b)
x
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS:
|
WC
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e):
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Guernsey
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER:
|
0
|
|
8.
|
SHARED
VOTING POWER:
|
1,060,995
(see Item
5)
|
9.
|
SOLE
DISPOSITIVE POWER:
|
0
|
10.
|
SHARED
DISPOSITIVE POWER:
|
1,060,995
(see Item 5)
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,060,995
(see Item 5)
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
4.24%
(see Item 5)
|
|
14.
|
TYPE
OF REPORTING PERSON:
|
PN
|
|
CUSIP
No.
540211-10-9
|
13D
|
Page
3
|
|
NAME
OF REPORTING PERSON: Pension Corporation Co-Investment (GP)
Limited
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
¨
|
(b)
x
|
|
SEC
USE ONLY
|
|
SOURCE
OF FUNDS:
|
Not
applicable
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e):
|
¨
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Guernsey
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
SOLE
VOTING POWER:
|
0
|
|
|
SHARED
VOTING POWER:
|
1,060,995
(see Item 5)
|
|
SOLE
DISPOSITIVE POWER:
|
0
|
|
SHARED
DISPOSITIVE POWER:
|
1,060,995
(see Item 5)
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,060,995
(see Item 5)
|
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
¨
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
4.24%
(
see Item 5)
|
|
|
TYPE
OF REPORTING PERSON:
|
CO
|
|
CUSIP
No.
540211-10-9
|
13D
|
Page
4
|
1.
|
NAME
OF REPORTING PERSON: The Truell Charitable
Foundation
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
¨
|
(b)
x
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS:
|
Not
applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e):
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
England
and Wales
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER:
|
0
|
|
8.
|
SHARED
VOTING POWER:
|
1,060,995
(see Item 5)
|
9.
|
SOLE
DISPOSITIVE POWER:
|
0
|
10.
|
SHARED
DISPOSITIVE POWER:
|
1,060,995
(see Item 5)
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,060,995
(see Item 5)
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
4.24%
(see Item 5)
|
|
14.
|
TYPE
OF REPORTING PERSON:
|
OO
|
|
This
Amendment No. 2 amends the Schedule 13D dated March 23, 2009, as amended (the
“Schedule 13D”), and is being filed by Victorian Capital LP, Incorporated
(“Victorian Capital”), Pension Corporation Co-Investment (GP) Limited (“PCCI”)
and The Truell Charitable Foundation (“TCF”), with respect to the common stock,
par value $0.01 per share (the “Common Stock”) of LodgeNet Interactive
Corporation, a Delaware corporation (the “Issuer”). Capitalized terms
used herein but not defined shall have the meaning attributed to them in the
Schedule 13D.
Item
4.
|
Purpose
of Transaction.
|
Item 4 is
amended and restated as follows:
Victorian
Capital began purchasing shares of Common Stock on November 7,
2008. The shares of Common Stock were acquired for investment
purposes.
Victorian
Capital intends to assess its investment in the Issuer from time to time on the
basis of various factors, including, without limitation, the Issuer’s business,
financial condition, results of operations and prospects, general economic,
market and industry conditions, as well as other developments and other
investment opportunities. Victorian Capital presently intends to
dispose of all or part of the shares of Common Stock, in open market
transactions, privately negotiated transactions or otherwise.
Any
acquisition or disposition may be effected by Victorian Capital at any time
without prior notice.
Representatives
of the Reporting Persons may engage in communications from time to time with one
or more stockholders, officers or directors of the Issuer regarding the Issuer’s
operating performance, strategic direction or other matters that, if effected,
could result in or relate to, among other things, any of the matters set forth
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as
set forth above, neither the Reporting Persons, nor to their knowledge, any of
the directors or executive officers of PCCI or TCF, has any present plan or
proposal which relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5.
|
Interests
in the Securities of the
Purchaser.
|
(a) and
(b) The responses of the Reporting Persons to Rows (7) through (13)
of the cover pages of this Schedule 13D are incorporated herein by
reference. As of April 8, 2010, Victorian Capital was the direct
beneficial owner of
1,060,995
shares of Common Stock,
representing approximately
4.24
% of the outstanding shares of Common Stock
(based on 25,025,164 shares of Common Stock outstanding as of March 22, 2010, as
reported in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(5)
with the Securities and Exchange Commission on March 17, 2010).
The
foregoing excludes
303,061
shares of Common Stock sold by Victorian
Capital on March 31, 2010, April 1, 2010, April 5, 2010, April 6, 2010, April 7,
2010 and April 8, 2010. However,
notwithstanding
such sales, Victorian Capital has voting power over such sold shares at the
Issuer’s 2010 Annual Meeting of Stockholders to be held on May 12, 2010, because
Victorian Capital owned such shares on March 19, 2010, the record date for the
Annual Meeting.
PCCI, as
the sole general partner of Victorian Capital, has voting and dispositive power
over the shares of Common Stock directly owned by Victorian Capital, and
therefore may be deemed to beneficially own such shares. By virtue of
its ownership of all of the outstanding ordinary shares of PCCI, TCF may be
deemed to be the beneficial owner of all of the shares of Common Stock
beneficially owned by Victorian Capital. The filing of this Amendment
No. 2 shall not be construed as an admission that either of PCCI or TCF is, for
the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”), the beneficial owner of shares covered by this Schedule
13D. In addition, the filing of this Schedule 13D shall not be
construed as an admission that either of PCCI or TCF is the beneficial owner of
any shares covered by this Amendment No. 2 for any other purpose than Section
13(d) of the Exchange Act.
Except as
disclosed in this Item 5(a) and (b), as of April 8, 2010, none of the Reporting
Persons, nor, to the best of their knowledge, any of PCCI’s or TCF’s directors
or executive officers, beneficially owns any shares of Common Stock or presently
has the power to vote or direct the vote or to dispose or direct the disposition
of any of the shares of Common Stock which they may be deemed to beneficially
own.
(c) During
the past 60 days, Victorian Capital effected transactions with respect to the
Common Stock on such dates, in such amounts and at such per share prices
(excluding brokerage fees) as follows:
|
Trade Date
|
|
Shares Sold
|
|
Highest
Price
per
Share
|
|
Lowest
Price
per
Share
|
|
Volume Weighted
Average
Price
|
|
|
March
31, 2010
|
|
|
73,900
|
|
|
7.25
|
|
|
|
6.95
|
|
|
$
|
7.06
|
|
|
|
April
1, 2010
|
|
|
32,400
|
|
|
7.14
|
|
|
|
6.96
|
|
|
$
|
7.07
|
|
|
|
April
5, 2010
|
|
|
67,000
|
|
|
7.22
|
|
|
|
7.04
|
|
|
$
|
7.16
|
|
|
|
April
6, 2010
|
|
|
79,990
|
|
|
7.25
|
|
|
|
6.95
|
|
|
$
|
7.15
|
|
|
|
April
7, 2010
|
|
|
27,302
|
|
|
7.34
|
|
|
|
7.17
|
|
|
$
|
7.24
|
|
|
|
April
8, 2010
|
|
|
22,469
|
|
|
7.21
|
|
|
|
7.05
|
|
|
$
|
7.15
|
|
|
All such
dispositions were through JP Morgan Cazenove Limited. To the best
knowledge of the Reporting Persons, none of PCCI’s or TCF’s directors or
executive officers has effected any transaction in the Common Stock during the
past 60 days.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
A copy of
the Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1
hereto.
Item
7.
|
Material
to be Filed as
Exhibits.
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
1
|
|
Joint
Filing Agreement among Reporting
Persons
|
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
April 8, 2010
|
|
|
|
|
|
|
Victorian
Capital LP, Incorporated
|
|
|
|
|
|
By: Pension
Corporation Co-Investment (GP) Limited
|
|
|
|
|
its
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christine Whitehorne
|
|
|
|
|
Name:
|
Christine
Whitehorne
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Corporation Co-Investment (GP) Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christine Whitehorne
|
|
|
|
Name:
|
Christine Whitehorne
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Truell Charitable Foundation
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kim Gozzett
|
|
|
|
Name:
|
Kim Gozzett
|
|
|
|
Title:
|
Chief Executive
|
Exhibit
Index
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
1
|
|
Joint
Filing Agreement among Reporting
Persons
|
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